Catformers 2
by Autobot-Tiff
Summary: A long awaited birthday request for KatherineLovesTF. In this hilarious sequel to Catformers, Bee and Smokey plan the best Halloween costume and prank ever! But as much fun as their mischievious plan is, it ends up getting themselves in so much trouble.


**Transformers Prime belongs to Hasbro.**

**Requested and written as a part 2 birthday present for KatherineLovesTF. So sorry this took so long! Pwease forgive me by reading this and glancing at the story cover!**

**Catformers 2: The Awakening Cat-astrophe**

It was that time of year again: the spooky holiday of Halloween. Now that Bumblebee knew a little more of the holiday from his human friend, Raf, he wanted to teach Smokescreen about it, too. Smokescreen already seemed to like Halloween even though he heard a little bit about it from Bee. All they both knew was that Halloween was a day for spooky, scary decorations and Halloween pranks.

But they wanted to know more. They wanted to know why people dressed up in costumes and got candy at each doorstep. And what better way to know more about Earth holidays than from their human friends.

Two days before Halloween, Jack, Miko, and Raf came to the Autobot base to once again get their robot friends hyped up for the upcoming holiday.

After greeting their Autbot guardians, Bee and Smokey pulled the kids aside. "We wanted to talk to guys about something," said Smokey.

"Sure. Whatcha guys need?" Miko asked.

_"We were wondering about the upcoming holiday, Halloween," _said Bumblebee. _"We know it's coming up and all, but we wanted to know why you guys do certain things on Halloween."_

"Like what?" Raf asked since he was the only one who understood his guardian.

"Well for starters, we wanted to know why you guys dress up on Halloween," said Smokescreen.

_"And why you guys get candy when you walk up to doorsteps," _Bee chimed in.

"Yeah, that too. What's up with that?"

The kids realized that their Autobot friends didn't really know much about Halloween. So they decided to elaborate more on the holiday so they'd understand.

For a while, they were explaining why people dressed up in costumes, handed out candy, and decorated their houses with scary decorations.

In the end, it didn't seem as complicated as the young bots thought it would be. In fact, it sounded more fun after they finally understood!

They thanked the young humans for explaining more about Halloween, and then Smokescreen pulled Bumblebee aside.

"You know what I just realized?" Smokescreen's optics were glowing with excitement, and he had a huge grin on his face.

Bee felt a little nervous. _"Smokey, I told you. I'm not doing another Halloween prank on Optimus." _He shuddered. _"Not after what happened last time."_

Smokey blinked in confusion. "What? No, not that. I meant about dressing up for Halloween. We should put together a costume to wear!"

_"You mean you and I dress up for Halloween?"_

"Exactly!"

Bumblebee buzzed in hesitation. _"I don't know. I mean, it's only like, two days away. That's kinda last minute."_

"So? We can think of something quickly." Smokey flashed his grin again and whispered, "Besides...I've already got that planned. I've come up with what I think is my best idea yet."

_"Oooh what is it?"_

Smokescreen glanced behind them in both directions to make sure nobody was nearby. Then he took Bee's hand and led him to his room. "Okay. I don't want anyone to know 'cause we might get in trouble for this, but—"

_"Don't tell me," _Bumblebee interrupted. _"You wanna play a Halloween prank on Optimus."_

"No, not like that. Well...kinda. But it's not really a prank, it's more like a costume idea."

_"Okay. So what's your idea?"_

"So...remember all those stories I told you when I was in the training academy back on Cybertron?" Bee nodded. "Okay well, I haven't told you this one and it's really funny."

Bumblebee listened carefully as Smokescreen started to explain. Many times, Smokey had to pause cause he was laughing so much while trying to say his story, but he told the little scout everything.

He explained how one of his fellow trainees in the academy was working on a special solution that would protect the armor of a Cybertronian if they ever went off world to another planet. The solution was edible, so no mech had to worry about getting an injection. But the formula would provide a special coating on the armor plating so it wouldn't get irritated or cause an infection if the mech was exposed to a non-Cybertronian environment.

Unfortunately, when the mech tested it on himself, the result wasn't exactly what he had hoped for. Although he did ended up receiving a protective coating on his armor, it was nothing like he had predicted or wanted.

The "protective coating" ended up being layers of tiny feathers that grew all over his armor plating, and ended up making him super soft to the touch. Smokey explained that after that incident happened and the mech was finally able to make an antidote for himself, everyone in the academy couldn't stop laughing behind his back. As a joke, he was nicknamed "Birdformer" because of all the feathers that grew on his armor.

Bee was giggling uncontrollably when Smokescreen finished talking. _"Birdformer, really? That's what he was known by?"_

"Yeah," Smokey said, chuckling a little. "And what was even funnier was the fact that the mech was an aerial bot!"

_"No way. Really?"_

"I kid you not, it's so ironic!"

_"Well...was he okay afterwards?"_

"Oh yeah," Smokescreen assured. "He was fine. The solution didn't harm him or anything." He giggled a little. "It just embarrassed him."

As funny as listening to Smokey's story was, Bumblebee still didn't understand what this had to do with Smokescreen's Halloween costume idea. _"So...what does this have to do with your costume idea?"_

"I'm getting to that right now." Smokey quickly closed his berthroom door just in case Optimus walked by. "Okay. So I was thinking that we could replicate the formula with the chemicals that we have in the base, and bam. We got our costumes. What do ya think?"

Bee paused for a moment. _"Wait. We're gonna become Birdformers?"_

"Well I don't know if we're gonna become full-on Birdformers 'cause I don't think we got _everything _he used here at the base. But something similar to that."

_"And...we're gonna stay like that _forever_?"_

Smokescreen saw the nervous look in his little brother's optics. "No, not forever. It only lasts like 24 hours."

Bumblebee relaxed a little. _"Oh...I don't know, Smokey. Should we really be doing this? What if something goes wrong?"_

Smokey gave him a comforting smile. "Nothing will happen, Bee. I promise. I was there in the science department when the mech made the solution so I remember exactly what he did. C'mon, it's just one time so we can dress up for Halloween. Please?"

Bee thought it over. _"You sure it only lasts 24 hours?"_

"A hundred percent sure."

_"And it won't hurt?"_

"Nope. You just drink it."

_"And you sure we won't get in trouble for this? Especially if we mess around with Ratchet's chemicals?"_

Smokescreen scoffed. "Ratchet, Shmatchet. Bee, you worry too much. We'll be _fine. _And if old Ratchet or Prime notices, you just leave it to me. I'll deal with those old downers who don't know how to have fun."

Bumblebee giggled a little. _"Okay. I'm in. When do we start?"_

"We'll have to sneak into Ratchet's lab the day before Halloween so our costumes will be ready in the morning."

_"Okay! Aw man, this is gonna be so much fun!"_

"See? What did I say? It's just harmless Halloween fun. What could possibly go wrong?"

If only Smokescreen kept his mouth shut.

**The next evening **

It was late at night when the two young mechs snuck into Ratchet's lab while everyone else was in recharge. They didn't want to risk getting caught so they decided not to turn on the overhead lights. Instead, they decided to use their bright glowing optics to see through the dark.

_"Okay, so what do we need from here?" _Bee whispered to Smokey.

"Let's see..." Smokescreen carefully opened the cabinets and scanned through the many test tubes and beakers filled with different colored liquids. "We'll need the hydrochloric acid, the sodium-something, and the nitrate-sulfate-stuff."

Bumblebee was completely lost. _"What?"_

"The green, purple, and yellow ones," Smokey explained. "It's okay. I got it." He carefully took what he needed off the shelves. "Now...hand me that empty beaker over there."

The scout nodded and handed Smokey the beaker from Ratchet's nearby desk. _"Are we going to mix it up in here?"_

"Yeah," Smokescreen said with a nod. "But I specifically remember how it was properly mixed. We'll need Ratchet's fast spinning mixer thingy. You know, the spinning device that he always uses when testing samples of our Energon."

_"Ohh...you mean the centerfudge?"_

"Yeah. That thing. At least, that's what I _think _Ratchet calls it."

After carefully pouring the right amount of each chemicals into the beaker, Smokescreen poured the now dark green liquid into a test tube and slid it into an empty slot inside the centrifuge. Bumblebee turned it on, and both mechs waited patiently for the solution to be mixed.

Minutes passed by as the centrifuge spun the single test tube with incredible speed. The device's soft hum was the only noise that broke the dark silence.

Finally, the centrifuge stopped spinning and emitted a _ting _chime, indicating that the mixing process was done.

_"Ooh, is it done?" _Bee asked in an excited whisper.

Smokey grinned back. "Yeah." He gingerly lifted the test tube from the centrifuge. "Now all we have to do is drink it and wait for our costumes to form. I'll drink half and then I'll let you have the rest, okay?"

_"All right. Sounds good."_

Taking a deep breath, Smokescreen tilted his helm back and took a few sips of the solution. Then he handed the test tube to Bee, who drank the rest.

The solution left behind a really weird after taste that made both young bots cringe and groan a little. They waited a few seconds for something to happen. The first thing they felt was a strange, pleasurable tingling feeling that spread all over their armor plating. Then, their vision started to tunnel a little as they were both starting to feel drowsy.

_"S-Smokey?" _Bee mumbled out. He could barely be able to stand upright. _"A-Are you sure there's no...no side effects to t-this?"_

"I don't t-think so..." Smokey mumbled back. His legs were starting to tremble, and Bumblebee's voice sounded like he was talking underwater.

Both of their visions started to tunnel so they collapsed on the floor, and ended up passing out.

**The next morning**

Ratchet woke up bright and early the next morning—as he always did—to check up on a few things in his lab. He remembered he needed to give Prime some important data pads, and remembered that he left them on a desk in his lab.

Little did he know what was waiting for him inside his lab. Once he got what he was looking for, something caught his optic. From the little light that was provided from the hallways, he noticed two big lumps were on one of the medical berths. Taking a closer look, he saw Bumblebee's ped sticking out from under the thermal blanket he was covered in.

Sighing, Ratchet walked over and gently shook the still sleeping lump. "Bumblebee, wake up." He saw the lump shift and heard a small moan. "I said wake up. What are you doing in here? Did you actually spend the whole night here?"

Ratchet quickly took his hand away when the youngling suddenly emitted a low growling noise. Did he actually just _growl _at me? the medic asked himself.

Ratchet was now annoyed. He yanked the blanket off to scold Bee for being so rude, took one look at him, and screamed. His loud scream of fear and suprise made the little scout jolt awake. Only he didn't exactly look like he used to.

That same scream made Smokescreen jolt awake too. As soon as Ratchet saw him, the medic screamed louder than before.

His screams ended up waking the entire team, who all came running into the lab to see what was wrong.

"Ratchet, what happened?"

"Why did you scream?"

The medic pointed a shaky servo to the medical berth in the corner. There, on the medical berth, were Bumblebee and Smokescreen. But they looked completely different now. Both younglings had fuzzy cat ears on their helms, long furry tails, long thin whiskers in their faces, and even fur covered their armor plating.

Bumblebee had short yellow and black fur covering himself, and a long slender tail. Smokescreen had more fluffier white and blue fur, and a long fluffy white tail.

Bee was curled up on the berth with a sleepy look in his optics, and his tail lightly flicking. Smokey sat next to him, with his flicking tail resting on his little brother's side.

Nobody said anything at first. They were just all trying to absorb what they were seeing: Bee and Smokey looked like robot cats. Kitten younglings. Catformers.

Then, Optimus suprised everyone by chuckling a little. "Ratchet, why did you freak out? It's only Bumblebee and Smokescreen."

Ratchet snapped back to reality, and looked at Prime in disbelief. "Are you kidding me? Look at them! You call _that _normal?!"

"Ratchet, _relax,"_ Optimus said, patting his old friend's shoulder. "They are just in costumes. Remember? Today is Halloween, and the kids mentioned that people dress up for the holiday."

The medic relaxed a little and considered that possibility, but then his face fell when he saw the empty beakers and few drops of liquid chemical on the floor. "Wait..."

"Ratchet, what is it?" Prime asked. He saw the concerned look on his friend's face.

"Optimus, I don't think they're wearing costumes..."

"What makes you think that?"

Ratchet gestured to the drops of liquid on the floor and the cracked beaker that was laying close by. Then he noticed that his centrifuge was taken out of its cabinet, and was still plugged in. "I think they might have used my chemicals for this," he slowly said with a look of horror on his face.

He glanced at the two cat-like younglings, who still didn't say anything. When they looked at themselves because everyone was giving them weird looks, they were amazed and shocked that the formula actually worked. They had to hold back a smile because the shocked look on everyone's face was hilarious to them.

Again, the room went completely silent. The idea that both younglings manipulated their bodies with a chemical formula was unbelievable.

Optimus looked at his two younglings, and slowly crept up to them. "Bumblebee? Smokescreen? Did you two do this to yourself with Ratchet's chemicals?"

Both younglings tilted their heads in confusion, even though they could still understand what Optimus was saying. But they wanted to make the Bots _think _they couldn't understand now that they were in this new cat form.

Prime sighed while running a hand over his face. "Ratchet, is there any way to possibly reverse this?"

"I'm not sure. But I should run a physical on the both first."

"Well...are we sure that they are literally..." Optimus didn't want to believe that both young bots were literally Catformers. He reached a hand out to Bee's helm, and gently tugged on one of his furry ears. He thought it was fake and would come off when he pulled, but then gasped when Bee yanked his helm back and let out a noise of pain. "Oh I'm so sorry, Bumblebee! I didn't mean to hurt you. I just—didn't think...they were real."

Prime felt bad that he accidentally hurt his youngling. He stretched his hand out to him after Bumblebee crawled under the berth and crouched far into the corner. Optimus inched his hand closer and coaxed soothing words to make Bee come out.

And when he did, the little scout sniffed Prime's hand before he rubbed his cheek against him. Then, Smokescreen hopped down from the berth and rubbed against Optimus, emitting a soft purring sound.

While both younglings were distracted, Ratchet quickly scanned them and confirmed that they were in no costumes. "Well...I knew it. These two are literally Catformers."

"Do you know how long it will be until they are back to normal?" Optimus asked. He was nearly being buried alive by both his loudly purring younglings. Their tails were flicking happily as Prime was gently petting their now soft helms and scratching around their fluffy ears.

"Actually no," Ratchet answered. "We'll just have to wait and see when the chemical formula wears off. Until then, I will try to see if I can find some way to fix this."

When they got tired of being petted, Bee and Smokey climbed back up on the medical berth or Ratchet's desk. They sniffed around and started knocking data pads or test tubes down.

Ratchet quickly swooped down to catch his fragile equipment. "Optimus, would you do me a favor and get them out of here? And everyone else, too!" He glared at the rest of the team who was still in his lab.

"Very well, Ratchet." Prime snapped his fingers, getting the younglings' attanetion, and led them out of the lab. Everyone was surprised to see them walk out on all four legs with no problem.

Optimus had the job of watching over the two robot kittens since no one else was able to do it without nearly tearing their armor plating off in frustration. Both younglings kept getting into stuff, nearly breaking stuff, and climbing all over the Bots. It was annoying! But luckily, Prime has the patience to watch over the two little ones.

At least...he _thought _he would have the patience. While Prime kept the two younglings in his berthroom, they would not stop leaving him alone as he tried to work.

It wasn't bad at first when Bumblebee jumped on his lap to snuggle with him. But when he started kneading Prime's lap with his now sharp claws on his fingers, Optimus winced and pried him off his lap.

And Smokescreen didn't help either. He was the more curios, mischievous kitty who sniffed around and tried knocking things over. Bee was the more needy and demanding kitty who kept pawing at Prime's ankles with his claws, trying to get his attention to be petted or cuddled.

Optimus was slowly losing his patience. He couldn't concentrate on his work anymore because now the younglings were emitting loud meowing sounds just like real kittens.

No matter how many times he shushed them, or got them off his lap, they only seemed to meow louder and paw Prime's ankles furiously with their sharp claws. Optimus couldn't take it anymore!

He suddenly got an idea. "Here," he told his two kitten younglings. "Play with this." He tossed them a crumpled paper ball from his desk.

Right away, that satisfied Bee and Smokey and they immediately started purring happily while playing with the paper ball. Optimus sighed in relief. "Finally..." he said to himself. That should buy him some quiet time.

When Prime finally finished his work, he turned his attention to his two playing younglings on the floor. Now they were play fighting with each other, wrestling and tackling each other to the ground.

Optimus couldn't help but watch them as they played. He had to admit, they looked absolutely adorable as they played like actual little kittens. But he also noticed how every time he sneaked a peak at their playful antics, both younglings would stop since they did not really like the feeling of being watched.

But as soon as they saw Prime look away, they went right back to playing. Pretty soon, they got bored quickly with just playing with each other. They wanted Optimus to play with them.

Smokescreen suddenly got an idea. He nudged Bee and quietly mewed something that only Bee was able to understand. Bumblebee nodded in response, and then they both into crouching positions. And just like real cats ready to pounce, they crouched low and wiggled their rear ends for a few seconds before they lunged at Prime, tackling him to the ground.

Optimus yelped in surprise as he was held down on his back. "What are you two doing?"

Instead of saying anything, both younglings leaned down to nuzzle and purr against their leader. Little did they know that they unintentionally nuzzled against some of Prime's sensitive spots.

They stopped nuzzling him when they suddenly heard him muffling laughs. Smokey's long tail was brushing back and forth over Optimus' pedes, and that's what was making him laugh.

Smirking to himself, Smokescreen kept sneakily brushing the tip of his tail under Prime's pedes just to make him laugh more. Bumblebee saw what he was doing and wanted to join in, too.

In a few seconds, Bee and Smokey were able to render their leader into a helpless pile of giggles. They were using their soft tails to flick and brush over his neck and sides, while Bee nuzzled his neck and Smokey nuzzled his belly. They realized they could use their tails and soft fur to an advantage.

Optimus was trying really hard to hold it in, but it was becoming too much. "Bumblebee! S-Smokescreen! Ha-ha-ha-ha! Sto-ho-ho-hop doing thi-hi-hi-his!"

Even though they could understand Prime perfectly, both younglings acted like they couldn't understand him at all. They tilted their heads in fake confusion when Optimus begged them to stop.

Optimus saw their confused look, and was quickly filled with dread. _They can't understand me! How will I get them to stop?!_

He couldn't push them away or try to turn on his side because both little younglings would just pounce on him and attack him again.

The leader let out a silly shriek when he felt both Bumblebee nip at his neck and Smokescreen nip at his tummy. And to make it even worse, they were both purring while doing so which sent very ticklish surges to Prime's neck and belly.

"STOP THI-HI-HI-HIS!" Optimus said, laughing harder. "B-BOTH OF YOU! HA-HA-HA-HA! PLEASE! ENOUGH ALREADY-HEE-HEE-HEE!"

But Bee and Smokey still didn't stop. They kept ticking their Autobot leader silly with their nipping and soft tails until they made Prime laugh himself to tears.

"I-I'M SERIOUS! HA-HA-HA-HA-HAAAA! STO-HO-HOP PLEA-HEE-HEE-HEE-HEASE!"

Prime somehow managed to push both younglings off of him despite being weak from laughter. He barely managed to survive nearly a half hour of being tickled by his kitten younglings.

When he got his breath back, he narrowed his optics at the younglings. Bee and Smokey lowered their ears and backed away. They knew what that look meant.

Optimus grabbed Smokescreen first, and pinned him on his back in his lap. Smokey let out a squeak in fear, but immediately started purring when he felt Prime's fingers start wiggling and scratching around his tummy. It didn't tickle at all! In fact, it actually felt good to Smokescreen.

Prime was completely flabbergasted at what was happening. He was trying to tickle Smokey back, but he wasn't laughing. He was purring instead!

He tried his neck, under his arms, and even his pedes but Smokescreen still wouldn't laugh. But why? And then Optimus realized it: Smokey had fur covering not only his armor plating but his tickle spots as well. He knew he was never going to get them back like this so Prime released the young bot.

Bumblebee and Smokescreen were very pleased to know that they couldn't be tickled while they still had fur in this form. Now they were immune!

For the rest of the day, the two sneaky younglings decided to tickle attack Optimus at random times. And every time they did, they used their tails or claws to an advantage. They realized they could use their sharp claws to lightly scratch at Prime's sides or across his stomach, but without accidentally hurting him of course.

If that wasn't bad enough for poor Optimus, he couldn't even get his kitten younglings to stop right away because they pretended they couldn't understand what he was saying. They only stopped tickling him when he was nearly in tears! And that was the main reason why Optimus was so paranoid for the rest of the day.

Meanwhile, Bee and Smokeybwere having so much fun in their new cat form. They never had such an advantage over Prime before. But they also remembered that this solution wouldn't last forever.

They walked on all fours all around the base, looking for Optimus. They were ready for another surprise sneak attack. Suddenly, their ears perked up when they hear Prime's familiar footsteps.

As soon as they jumped in front of Optimus, the leader halted in his tracks and started slowly backing away. He held his arms in front of him to keep some distance from the younglings. "Stay back, you two," he said, trying to hide the nervousness in his voice. "I know what you are up to, and I do _not _want to be a part of it...again."

That didn't stop the two. They slowly inched more closer to Prime like a cat stalking its prey. And every step forward they took, Optimus took a step backwards.

"Easy you two. I-I still have some work I need to finish."

Bee and Smokey managed to make Prime back into a corner. Now Optimus was trapped. And now Bumblebee and Smokescreen got down into crouching positions. That made Optimus even more nervous because that meant that they were ready to pounce on him. He did some quick thinking before he was about to be attacked for the third time that day. And then, he got an idea.

First, Optimus crouched down and extended a friendly had to his two younglings. When they came close enough to sniff his hand, he reached out with both to gently pet their helms.

Bumblebee and Smokescreen purred loudly in contentment as Prime's gentle fingers gingerly ran through their fur, and scratched around their ears. When his fingers brushed under their chin, they nearly went limp and leaned their helms against Optimus' lap. That felt _so _good to them.

_Perfect, _Prime thought. _I just need a few more seconds to make my move. _He kept petting the still purring younglings for a little longer before carefully and quietly stepping away from them. Bee and Smokey didn't seem to notice.

Optimus petted then for a few seconds more before he pulled his hands away and took off running down the hallway.

Both younglings were still a bit dazed from the nice scratches. But after a second passed, their ears shot up at the sound of Prime running away. They couldn't believe it...Optimus actually ditched them to save himself!

Smokey meowed something to Bee, who nodded and got up on all fours. The two took off to catch up with Optimus, who gasped sharply when he saw that they were nearly on his heels.

Just when Prime was about to reach for his berthroom door, he was tackled to the floor face first. When he looked over his shoulder, he saw Bumblebee on his back. His optics glowed with playful mischief. "Bumblebee, could you please get off me?"

The scout tilted his head with a confused look. Prime sighed. "I see...you still cannot understand me." He tried getting up himself but the second he did, he felt a pair of sneaky tails brush along both of his sides.

Optimus tensed you as tingly surges were spreading through his circuits. "I-I'm serious you two," he said, struggling not to giggle or laugh. "I've been t-through enough toda-ha-hay. S-So you better s-sto-ho-ho-hop right na-ha-ha-now!"

But they didn't stop; both mischievous younglings kept stroking their tails up and down along Optimus' sides, and even reaching higher for his neck.

Prime was squirming on the floor now. "I'm serious! Ha-ha-ha-ha! I-If you both don't sto-ho-hop i-in the next three-hee-hee-hee seconds, you'll both be in bi-hi-hi-hig trouble!" Optimus was trying to make his threats sound angry, but his laughter was ruining that.

Now Bee and Smokey decided to use their claws. Smokescreen gently dragged his claws along Prime's sides while Bumblebee did the same with the sides of his neck. And that made Optimus twitch and laugh harder! Their little claws tickled way worse than their tails!

"STOP I-HI-HI-HIT YOU TWO! STO-HO-HO-HO-HOP! HA-HA-HA-HA-HA! T-THIS IS NO-HO-HOT FUNNY ANYMO-HO-HO-HO-HORE!"

Both younglings smirked and winked at each other. They kept tickling their mighty leader, and made him laugh like a sparkling until he laughed himself to tears.

While Prime laid limp on the floor and tried to get his breath back, Bee and Smokey rubbed their cheeks against him while purring lightly. Optimus smiled back. He learned from earlier that this way their way of apologizing to him for the tickle torture.

Suddenly, both young bots felt a weird sensation inside. They felt a little weak, and realized that it was becoming more difficult to be standing on all fours. They looked at each other and Bee meowed something to Smokey, who meowed back in response.

Apparently, the solution was starting to wear off, and it looked like they only had a few minutes left of being Catformers before they returned back to normal.

They jumped off of Optimus, and saw that their fur was staring to come off. They left behind little trails of fur balls as they walked to the refuel lounge. As they were walking, they were slowly losing feeling in their arms and legs. It was becoming very tiring to walk on four legs now. So they nearly crawled the rest of the way.

Once they finally got to the loungue, they were amused that everyone was there, including Prime. That meant they could pull their final part of their big Halloween prank.

Now that they were able to stand on two legs again, they stood at the edge of the refueling table and waited until they got everyone's attention. The Bots were shocked to see Bee and Smokey's fur start falling off rapidly.

They all watched in shock as their ears, tails and whiskers started to dissolve and fall to the floor. The tips of their fingers no longer had claws, and no more fur was covering their armor plating.

Once their kitty features faded completely, Smokescreen cleared his throat. "Sweet! I can talk now!" he said to himself. Then he faced the group of perplexed Bots and both him and Bumblebee said in unison, "Happy Halloween you guys!"

"_What?!" _They all said.

"Sike!" Smokescreen said, laughing and pointing. "You were all fooled! We got 'em good, didn't we Bee?"

Bumblebee clicked in agreement, then let out trills of laugher. _"Aw man. You all should see your faces right now! I swear, best Halloween prank ever!"_

"Wait a minute," Optimus said slowly, finally finding his voice. "You both are fine?!"

"Well duh," Smokey said, like if Prime had asked a dumb question. "What, did you think the solution was permanent?"

"What solution?" Ratchet asked.

_"The one that me and Smokey made last night," _said Bee. _"That's what made us into Catformers."_

Ratchet almost couldn't believe it. "Let me get this straight. You two snuck into my lab last night, and created a chemical solution to turn yourself into...Catformers?" Both younglings nodded. "I knew it!" the medic said, slamming his hands on the table. He pointed to Optimus. "And you didn't believe me when I said it _was _a chemical formula that they used!"

"There's no need for accusations now, Ratchet," Prime said. "I'll admit, I was very wrong when I assumed that they were wearing costumes." He turned his gaze to the still snickering younglings. "But now that I know the truth...it looks like these hallways won't be quiet tonight."

Bumblebee and Smokescreen immediately stopped giggling. Something in Optimus' voice changed. He now looked very angry, so angry that his right optic was twitching.

The young Bots gulped loudly. They started backing away nervously as Prime kept his hard gaze on them.

"Soo...well would you look at the time!" Smokey said nervously. "I think I'll go to bed early today."

_"Me too," _said Bee. _"Well good night everyone!"_

"Not so fast." Optimus' stern tone made the two younglings flinch and halt in their tracks. They slowly turned around, and shrunk down when Prime's shadow was hovering above them. "You both aren't going anywhere until we have a serious talk about—"

That broke the barrier. Bee and Smokey were so overwhelmed with fear that they ended up screaming and running out of the loungue to their rooms. In fact, they were so scared that Bumblebee's car radio accidentally turned on and started playing a song from Foster the People that seemed to match their current situation perfectly.

_"All the other kids with the pumped up kicks, you better run better run outrun my gun. All the other kids with the pumped up kicks, you better run better run faster than my bullet."_

"Bee! Bee quiet!" Smokescreen hissed. "You're going to give us away!"

_"Sorry, sorry!" _Bee beeped apologetically. He banged on his own chest a few times, trying to shut his radio off. _"It happens when I'm nervous!"_

"Well shut it off! That song is a mockery of what we're dealing with right now!"

_"Okay!" _After a few more bangs to his chest, the scout was finally able to shut his radio off. The sound of Prime's thundering footsteps coming rapidly from behind made them scream louder and run faster.

"Split up!" Smokey said to Bee.

_"No way!" _the terrified scout beeped back. _"He's gonna go after me!"_

"Why would he go for you first?"

_"He always goes for me!"_

"Just do it!" They each ran in different directions, hoping that the vengeful leader wouldn't catch either of them first.

Optimus ended up chasing after Bumblebee first. Bee

shrieked and pushed himself to run faster. _"Aaahhh! I told you he was gonna go after me!"_

The scout was frantically trying to look for his room, but he was blinded by his own fear. Finally, he saw his berthroom door and threw himself against it. As soon as he tried to close the door, Prime stuck his ped through.

"Bumblebee, open the door right now."

Bee tried to shove Optimus' leg and close the door at the same time. _"C'mon Optimus, lets be rational here! You said it yourself, violence never solves anything!"_

Prime managed to shove the door open, pushing Bumblebee to the ground. The scout let out a high-pitched screaming trill when he saw that Optimus was now in his room.

As a last resort to protect himself, Bee grabbed his thermal blanket and ducked under his berth. Prime rolled his optics and grabbed the scout's ankles that were sticking out underneath. As he tried to pull him out, Bumblebee stubbornly clung to the edge of his berth.

"Bumblebee, let go."

_"No way!"_

"I said let go!"

_"No!"_

Optimus reached out to pry Bee's fingers off the berth. Then he sat on his legs, and pinned him on his back by holding his shoulders down.

The scout whimpered in fear. _"Please don't kill me! By Cybertronian standards, I'm so young! I-It was just a prank Optimus. I-I didn't think you would get mad!" _Bee shut his optics and turned his helm away, expecting a beating to happen. But what he ended up getting was gentle pets to the helm.

Reluctant, he slowly opened his optics and saw Prime giving him a sad smile. "Little one, I did not come here to yell at you or hurt you. I just wanted to talk about this." Bee relaxed a little. "I know that you and Smokescreen were just playing, but messing around with a chemical formula was very dangerous."

_"But Smokey knew what he was doing."_

"It doesn't matter," Optimus said firmly, yet gently. "You both scared me back there...I thought there was no way to reverse the effects, and you were going to be stuck like that forever. I don't ever want to see you or Smokescreen to mess around with Ratchet's chemicals again. Understand?"

Bumblebee nodded. _"Sorry, Optimus..."_

Prime gave him a small smile, and petted his helm again. "You are forgiven. However..." He leaned down to whisper in the little scout's audio receptor, "That does not mean that I will let you go that easily."

Bee stared squirming nervously. _"W-What? But...I thought you forgave me!"_

"I do forgive you, little one. But...do I forgive you for your many playful sneak attacks today? I don't think so."

Knowing what he meant, Bumblebee's optics widened and he started squirming more to break free. _"Wait Optimus! No! C-Can't we just forget that ever happened?"_

"I'm afraid not, Bumblebee."

_"Aw c'mon! Me and Smokey let you go easily!" _Bee pointed out.

"I was already in tears when you two decided to stop!"

_"Only because you were calling out to Ratchet, and we didn't want to be in trouble with him!"_

Optimus' optics widened and narrowed at the little scout at that last part. Realizing what he just said, Bumblebee covered his mouth plate. "Wait...so that means..." Prime gasped. "You were able to understand me the whole time?!"

_"Uh...no?"_

Optimus glared at him before sliding his battle mask over his mouth. "Oh now you are _really _going to get it, Bumblebee!"

_"Wait, no!"_

"Too late!"

Prime knew exactly how he was going to properly punish his two younglings: with a very, very long tickle torture. And that's exactly what he did with the little scout first.

First, he slipped his hands under Bee's arms and started wiggling his fingers mercilessly. Immediately, Bumblebee shriekiked with loud laughter. _"AAAH! AHA-HA-HA-HA-HA! OPTIMUS, NO! STO-HO-HO-HOP! I-I'M SORRY-HEE-HEE-HEE-HEE!"_

"You really think I'm going to let you go that easily because you apologize to me within seconds?" Prime asked from behind his battle mask. Bee nodded while still laughing. "Well here's a plot twist for you: I'm not!"

Optimus moved all five of his fingers faster under Bumblebee's trapped arms, and that made him laugh harder and higher. _"AHH NO-HO-HO-HO! PLEASE OPTIMUS! HA-HA-HA-HA-HA! I'M SO-HO-HO VERY S-SORRY!"_

"Oh really?" Prime said, slipping his hands free for a moment. Panting a little, Bee nodded. Optimus removed his battle mask and gave him a friendly smile. "Very well. And I am sorry...sorry that I do not accept your apology!"

The next second, the little scout was shrieking laughter again because Prime was now attacking his belly with rapid moving servos. Bumblebee was squirming on the floor like crazy, trying to bat Optimus' hands away from his tummy.

_"OPTIMA-HA-HA-HA-HAS! STAAAAHA-HA-HA-HAP! HEE-HEE-HEE-HEE! I-I SAID I WA-HA-HA-HAS SORRY!"_

"And you think I should simply just forgive you just for saying that?"

_"WELL YEAH! HA-HA-HA-HAAAAA!" _Bee jolted with a high-pitched trill as he felt the patterns of his stomach plating being softly traced. _"PLEASE OPTIMA-HA-HA-HAS! I-I PROMISE I'LL—HA-HA-HA—NEVER DO I-HI-HI-HI-HIT AGA-HA-HA-HAIN!"_

Prime gave him a teasing smirk through his optics. "I'm sorry, Bumblebee. But I'm afraid I cannot understand you this time."

The little scout knew why he was doing this. This was supposed to be payback for Bee lying to him for saying he couldn't understand _him _when Prime was begging him to stop tickling him earlier.

_"OH C'MO-HO-HO-HO-HON! PLEASE OPTIMUS! HA-HA-HA-HA! N-NO MO-HO-HO-HORE!" _Bumblebee couldn't control his movements anymore. Without realizing it, he unintentionally began smacking and pushing at Prime's face and chest to make the tickles stop.

He opened his optics a little when he heard Optimus gasp dramatically. "How dare you, little one!" he said in mock anger. "I was just about to stop when you decide to be rude and hit me! But now, I am thinking I shouldn't stop now because you were hitting me."

Bee's optics widened. _"What?! B-But it wasn't my fault! You wouldn't stop tickling me!"_

"Likely story. You just blame everyone but yourself."

The little scout squirmed nervously as Optimus slowly lowered his helm down to his tummy. He braced his hands against Prime's helm to push him away, but the leader quickly took his hands away and pinned his arms down next to his sides.

_"No, no, no, please Optimus. Please don't turn into a Tickle Bot now! Y-You know how I can't stand that anymore!"_

Prime looked up for a moment. "Little one, I was never going to turn into a Tickle Bot." Bumblebee let out a huge sigh of relief. But then, an icy chill raced through his circuits when Optimus removed his battle mask and said, "But now I am!"

Before he could protest, Bee let out loud clicks and chirps of laughter as Prime nipped against his sensitive stomach plating. Now that he had no more fur covering himself, Bumblebee was vulnerable and could feel everything that Optimus was doing to him. And right now, he could feel ticklish shivers as Prime continued to nip all over his belly and even reached higher to where his ribs would be.

_"O-OPTIMUS! HEE-HEE-HEE-HEE-HEE! STOP DOI-HI-HI-HING THAT! Y-YOU KNOW I CA-HA-HA-HAN'T STAND THA-HA-HA-HA-HAT!"_

"That's strange..." Prime answered, speaking into the little scout's tummy. "Because I thought you couldn't stand...this!"

Bee screamed before getting lost in a fit of hysterical laughter as Optimus blew a loud raspberry right in the center of his belly. _"AAAAAAAHA-HA-HA-HA-HA-HA! D-DADDYYYYYY! HEE-HEE-HEE-HEE-HEE! NO-HO-HO-HO!"_

Prime grinned against the little scout's tummy. Whenever he called him 'Daddy' while he was being tickled, the leader knew he was close to breaking him.

Optimus had to end up sitting on Bumblebee's legs because he was kicking them all over the place. Once he was secured, Prime kept attacking his belly with endless raspberries and playful nipping. Over and over, back and forth. And to make it even worse, the playful leader even reached up to tickle Bee's arms joints while still getting at his tummy.

Poor Bee was at his limit. He couldn't do anything but laugh his hardest. And he couldn't even apologize to Optimus because the moment he tried to, he would be silenced with another raspberry to his belly.

_"DADDY PLEA-HEE-HEE-HEE-HEASE!" _the little scout begged, letting a few tears slide down his optics. _"I-I CAN'T TA-HA-HA-HA-HAKE IT ANYMORE!"_

Optimus saw that Bee had laughed himself to tears, so he decided to give him a small break. He waited until Bumblebee caught his breath.

Bee squirmed uncomfortably as he was still pinned. _"Um, Optimus? Can you let me go now?"_

"Hmm...I'm sure that Optimus would definitely let you go now. But...I am not Optimus at the moment, remember?"

Bumblebee panicked and started squirming violently. _"C'mon! Pleeease? You already got me!"_

"Yes, but not quite good enough," Prime said with a playful smirk. "It's not over until I say it is over."

Before Bee could say anything else, he squealed loudly and laughed his hardest when a fat raspberry was blown to the metal plate where his bellybutton would be. "_PFFFFFFFFFF!"_

_"AAAAAAHHHHHH! DADDY-HEE-HEE-HEE-HEE-HEE! STAAAAAAHA-HA-HA-HA-HA-HAP! PLEASE DADDY! HA-HA-HA-HA-HAAAA! STOP I-HI-HI-HI-HIT!"_

But Optimus didn't stop. He kept tickling the little scout, blowing endless tickly raspberries where his bellybutton would be while tickling his underarms at the same time. And when he noticed Bee trying to kick at him to make him stop, Prime would grab his ankles and scratch vigorously under his pedes. He kept it up for a little while longer until Bumblebee started laughing silently.

Poor Bee was completely out of strength. He didn't have the strength to move his arms and legs anymore so he laid limp on the ground, twitching weakly.

It was only then that Prime _finally _decided to stop. He knew he shouldn't push his little youngling too far so he wouldn't make him accidentally pass out.

Even though Bumblebee was completely exhausted and breathing heavily, Optimus was still teasing him by lightly tickling and poking all over his belly. He wanted to be absolutely sure that Bee would never pull a stunt like that ever again. And besides, he loved hearing his adorable, squeaky clicking giggles.

"You promise you'll never mess with a chemical formula again?" Optimus asked while still poking the little scout's sides and tummy. Bee was too busy giggling to answer. So Optimus slipped two fingers under Bumblebee's arms and slowly wiggled them.

Bee squealed adorably loudly and slammed his arms down against his sides. _"EEEEEEEHEE-HEE-HEE-HEE-HEE! DADDY NO-HO-HO-HO!"_

"Answer the question, Bumblebee. Do you promise you'll never do something like that again?"

_"YES! YE-HE-HE-HE-HES! I PROMISE! JUST—HEE-HEE-HEE-HEE—STOP TICKLING ME!"_

Prime smirked and slipped his fingers free. "One more thing, little one. Don't ever sneak attack me multiple times a day, understand?"

Bumblebee nodded while panting heavily. _"Okay, I...I promise. But that wasn't even my fault! Smokey was the one who planned every attack!"_

Optimus narrowed his optics a little. "Is that true?" The scout nodded. "And how come you didn't say no?"

_"Well I—" _Bee stopped mid-sentence because he realized Optimus was right. He didn't know how to answer that. _"Sorry, Optimus," _he beeped apologetically.

"It's all right, little one," Optimus said with a gentle smile. "As long as you weren't the sneaky mastermind behind those sneak attacks, then I am not mad at you."

The leader noticed how Bumblebee was suddenly yawning. He was super tired after all that laughing. Optimus carefully picked him up and laid him down on his berth. "Get some rest, Bumblebee. After all, I still have to deal with a certain someone."

Bee giggled tiredly and snuggled under his blanket. He smiled under his mouth plate when Prime planted a sweet kiss on his helm. The scout fell asleep almost immediately since he was so tired.

After carefully closing the door, Optimus set out to find Smokescreen. He checked his berthroom first, thinking he would hide there but was surprised when he wasn't there. He looked all over the base to find him, but there was still no trace of the young Wrecker.

Feeling slightly frustrated, Prime paused to stop in the training hall. Where could Smokescreen be? Then, the sound of tapping metal caught his attention. He looked up...and saw Smokey dangling from one of the support beams on the ceiling. He was clinging to the beam koala style and once he saw Prime looking at him, he whimpered and clung tighter.

"Smokescreen, get down from there."

"No!" Smokey said, turning his helm away. "I know what you're going to do if I come down!"

Optimus slightly glared at the youngling. "Am I going to have to climb up there and get you down myself?"

Smokescreen dreaded that thought. "N-No! C'mon Optimus, just leave me alone! I'm sorry about the whole Catformers thing. So...can't you just forgive me and we forget about this whole thing?"

"Hmm...nope."

Smokey gulped loudly, but then relaxed when he realized he was high up on the support beam. There was no way that Prime could reach him. At least, that's what he thought.

The young bot panicked when he saw Optimus start climbing up the side panels, which was the exact same way that he got up to the ceiling. Smokescreen started scooting away as far as he could to the other end of the support beam. While he was climbing to the other end, one of his pedes suddenly slipped and he ended up hanging on the the beam from his hands. Which meant that his belly, pedes, and underarms were completely exposed and vulnerable.

Prime grinned to himself as he realized how vulnerable the youngling was. "Very well, Smokescreen. If you do not want to come down from there yourself...I suppose I will have to make you."

Smokey wondered what he meant by that, but he quickly figured it out when he saw Optimus grab some crates that were nearby. He was going to stack a few and climb on them so he could reach Smokescreen himself!

Smokey was frantically trying to pull his legs up on the support beam as Prime started to climb up on his makeshift crate stool.

Once Optimus was able to balance himself, he reached out to grab Smokescreen's legs. But that proved to be difficult because the youngling would not stop kicking them around.

Finally, Prime was able to wrap an arm around both of his legs and kept them secure so he couldn't move them anymore. "I didn't want it to come to this, little one. But you leave me no choice."

Smokescreen jolted with a loud squeak when he felt five servos spider all over his sensitive stomach plating. He couldn't stop himself from emitting high-pitched, squeaky giggles. "Ah! O-Optimus! Hee-hee-hee-hee! Sto-ho-ho-ho-hop!"

"You mean go?" Prime asked in a playful teasing tone.

"No-ho-ho-ho!"

"You mean yes?"

"I-I'm serious! Ha-ha-ha!"

"You're joking?"

"Optimaaas!" Smokescreen couldn't stop giggling now. Not just because Prime was now slowly raking his fingers along his sides and across his tummy now, but because of how silly he was acting.

Optimus could see that Smokey's grip was starting to loosen on the support beam, so he decided to show no mercy to get him to come down. Releasing his legs, the playful leader shot his hands upward to Smokescreen's arm joints and wiggled his fingers mercilessly.

Smokey let out a silly shriek, and started laughing loudly. "AHA-HA-HA-HA-HA-HA! NO OPTIMUS! STO-HO-HO-HO-HOP! STOP I-HI-HI-HI-HIT!" The young bot started kicking his legs like crazy. His arms were starting to tremble. "O-OPTIMUS PLEA-HEE-HEE-HEE-HEASE! HA-HA-HA-HA! Y-YOU'RE GONNA MAKE ME FA-HA-HA-HALL!"

"That was the plan all along," Prime said with a teasing smirk. "I gave you a chance to come down, and you refused."

"HA-HA-HA-HA-HA! C-CAUSE I KNEW YOU WERE GONNA—HA-HA-HA—T-TORTURE ME-HEE-HEE-HEE-HEE IF I CAME DA-HA-HA-HA-DOWN!"

Optimus shook his helm with a sigh. "So dramatic, youngling. What I am doing is not torture. _This _is torture!" He suddenly attacked Smokey's belly and his right arm joint simultaneously with vigorous tickles.

Smokescreen shrieked before laughing hysterically. "AAAAAAHA-HA-HA-HA-HA! OPTIMUS NO-HO-HO-HO-HO! T-THAT TICKLES TOO-HOO-HOO-HOO MUCH! HA-HA-HA-HA-HAAAA! PLEASE OPTIMUS! HA-HA-HA! I-I'M GONNA—" Smokey couldn't hang on to the beam any longer, so he ended up letting go and landed on the floor. Luckily, he didn't hurt himself from the fall.

"Now then," Optimus said, getting down from the crates. "Since you finally managed to come down, we can begin your punishment for today."

Smokey's optics widened. "W-What?! But...I thought what I just went through was my punishment!"

"Oh no. No, no, no." Prime flashed the nervous youngling a playful smirk. "That was just to get you to come down. The real punishment for pulling that Halloween prank starts now!"

Smokescreen attempted to run away, but was quickly caught and pinned to the ground. Before he could say anything, he shrieked with loud laughter again as Optimus attacked his underarms. Instinctively, he pressed his arms against his sides but that just trapped Prime's still moving fingers.

"AAAAAHHH! NO-HO-HO-HO! OPTIMAAAAHA-HA-HA-HA-HAS! PLEASE! N-NO MO-HO-HO-HO-HORE!" Smokey was laughing uncontrollably and squirming wildly like a worm on a hot sidewalk. "STOP IT PLEA-HEE-HEE-HEE-HEE-HEASE!"

"After you learn a valuable lesson about pulling an irresponsible Halloween prank like that," Prime said over the young bot's loud laughter.

Smokescreen twitched with another loud squeal when he felt Optimus suddenly attack his belly. "EEEEEHEE-HEE-HEE-HEE-HEE! STA-HA-HA-HA-HA-HAP NO! I-I LEARNED MY LESSON! I SW-HA-HA-HA-SWEAR!"

"Did you?" Optimus asked, suddenly sitting on the youngling's legs while pinning his arms down next to his sides. "Did you really? Or are you just saying that because you want me to stop?"

"NO! NO-HO-HO-HO! I'M SERIOUS! HA-HA-HA-HA-HA!"

"Then do you promise you'll never do something like that again?"

"YES! YE-HE-HE-HES! I-I PROMISE I'LL NEVER—AAAAAAAAHHHH!" Smokescreen was interrupted as Optimus suddenly pressed his lips against the center of his tummy and blew hard. "AAAAAHHHHH! HA-HA-HA-HA-HA-HAAAAAA!"

"I'm sorry, what was that? I couldn't quite understand you."

Smokey tried to answer again, but this time Prime blew a loud raspberry against the metal plate where his bellybutton would be. "_PFFFFFFFFF!"_

Smokey completely lost it and laughed his hardest. "AAAAAAAAAHA-HA-HA-HA-HA-HA! NONONONO OPTIMAAAAAS! HA-HA-HA-HA-HAAAAA!"

Prime could feel the youngling's arms start to slip from his grip since he was squirming around so much, so he decided to target him on his next worse spot. He turned Smokescreen over to lay on his stomach. Smokey was wondering what he was about to do but then started screeching with laughter when he felt Optimus start tickling his door wings.

The poor trapped youngling pressed his wings flat against his back, but that didn't stop Prime. When he couldn't wriggle his fingers over the wildly flapping wings, he grabbed the tip of Smokey's door wing to hold it still before leaning down and blowing small raspberries against the surface. And that tickled like crazy!

Smokescreen squirmed like crazy as he still felt evil raspberries and even soft nipping against his super sensitive wings. His arms and legs were flaring around wildly as he laughed his hardest once more. "AAAAAAHA-HA-HA-HA-HA-HAAAAAA! OPTIMAAAAAS! STA-HA-HA-HA-HA-HA-HAP! Y-YOU KNOW I CA-HA-HA-HA-HAN'T STAND I-HI-HI-HIT THERE!"

"Who is this...Optimus that you speak of, youngling?" Prime said in a teasing voice. "Optimus Prime is no longer here. And you know what that means."

Smokey knew too well what Prime meant by that. And for some reason, that thought just made him laugh even harder to the point where little tears started forming in the corner of his optics. "O-OPTIMUS! HA-HA-HA-HA! I'M SERIOUS! STAAAAAHA-HA-HA-HA-HAP! I-I'M ALREADY CRYING!"

"How can I tell? Your optics are shut tight."

Smokescreen desperately tried to open his optics a little but when he did, he would shut them tight again because Optimus slipped his hands under his arms and started vigorously tickling his underarms.

In a desperate attempt to save himself, Smokey managed to roll on his back. But that was a mistake. The young bot didn't even have time to blink when he screamed with hysterics as his belly was attacked with endless raspberries again. And this time, Optimus payed special attention to the patch of metal where his bellybutton would be.

Poor Smokey couldn't protect himself anymore. His legs were trapped, and his arms were pinned next to his sides. More happy tears started leaking from his optics. Usually, Optimus would stop when he saw that he made him laugh to tears but this time he didn't stop.

"STOP IT! STAAAAAAAHA-HA-HA-HA-HAP! AHA-HA-HA-HA-HA! P-PLEASE DAD JUST—AAAAHHHHHH! S-STOP DOI-HI-HI-HING THA—AAAAHHHHHH!"

"Only if you promise you will never mess with Ratchet's chemicals for a ridiculous prank ever again," Prime spoke into the youngling's tummy.

"OKAY! OKA-HA-HA-HA-HAY! I-I PROMISE!"

"And, this is also for those sneak attacks on me earlier. I was told that it was your idea all along, and now I am getting you back for that!"

Smokey shrieked when he felt another raspberry against his metal bellybutton plate. "_PFFFFFFFFFF!" _He couldn't take it anymore! His cheek plates were stained with tears, and he couldn't get Optimus to stop. There was only one thing left to do.

"PLEASE OPTIMA-HA-HA-HAS! M-MY TUMMY HURTS! HA-HA-HA-HA-HA! PLEEEEASE! IT HURTS SO-HO-HO BA-HA-HA-HA-HAD!"

Prime finally decided to show mercy and stop when he heard that his tickling was starting to hurt Smokescreen. He didn't want to overwork the youngling.

When he released his limbs, he chuckled a little because Smokey laid like a limp starfish on the floor. He was breathing heavily and giggling a little because of the aftershock tickles that he still felt.

"Here," Optimus said, picking him up and laying him in his lap. "This might help."

Smokescreen started purring when he felt Prime's gentle fingers rub his tummy. That eventually calmed him down, and made him sleepy in the end. So sleepy, that he snuggled his helm against Prime.

"I hope you learned your lesson, little one," Prime said as he carefully stood up, carrying the young bot. A tired nod was his response.

As he carefully laid Smokescreen down on his berth, the young bot suddenly grabbed onto his antennas. "Smokescreen? Little one, please let go." He heard Smokey's soft giggling as he gently tugged on Prime's antennas. "I'm serious. Let...go."

But Smokescreen wouldn't let go. So Optimus had to sneakily slip his fingers under the youngling's arms and wiggle them a little. Instantly, Smokey squealed and let go while slamming his arms down.

"That's better," Optimus said with a sigh. "Now, get some rest. It seems I finally made a clear point with you, correct?" Smokescreen nodded. "Excellent. I don't ever want to encounter something like this again, understood? You scared me back there because I thought those effects were permanent."

"I promise," Smokey mumbled tiredly. "We won't do something like that again. But you have to admit, that was pretty funny."

"Maybe for you. But it's not quite fun anymore when the tables turn now, isn't it?"

Smokescreen giggled a little. Snuggling under his thermal blanket, he purred softly again when Optimus caressed his helm once more.

"Sleep tight, my little kitten..."

**THE END**


End file.
